Robert D. Marcus
EQUIFAXAbout Robert D. Marcus
Independent director of Equifax (EFX) since 2013; age 59; currently Chair of the Compensation Committee and member of the Governance Committee. Marcus is the former Chairman and CEO of Time Warner Cable, with prior roles as President & COO, CFO, and Senior EVP, and earlier legal practice at Paul, Weiss. He is Executive Partner at XN LP and serves on the board of Newhouse Broadcasting Co.; he is also active on several nonprofit boards. The Board has affirmatively determined he is independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Cable Inc. | Chairman & CEO | Jan 2014 – May 2016 | Led TWC through merger with Charter Communications; extensive M&A execution. |
| Time Warner Cable Inc. | President & COO | 2010 – 2013 | Senior operating leadership; corporate groups oversight. |
| Time Warner Cable Inc. | CFO | Jan 2008 | Financial leadership, compensation oversight exposure. |
| Time Warner Cable Inc. | Senior EVP | Aug 2005 – Jan 2008 | Oversight of mergers & acquisitions and corporate groups. |
| Time Warner Inc. | Senior roles | 1998 – 2005 | SVP M&A and other senior positions. |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | Associate (Corporate Law) | 1990 – 1997 | Legal and regulatory foundation. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| XN LP (investment firm) | Executive Partner | Current | Private investment leadership. |
| Newhouse Broadcasting Co. | Director | Current | Private company board. |
| New Alternatives for Children; Uncommon Schools; Newark Academy; Cooperman Barnabas Medical Center; OpenDor Media | Nonprofit board roles | Current | Community and governance engagement. |
Board Governance
- Committee assignments and chair roles: Chair, Compensation Committee; Member, Governance Committee. 2024 meetings: Compensation (6), Governance (6).
- Independence and attendance: Board determined all nominees (except the CEO) are independent; all director nominees attended ≥75% of Board/committee meetings in 2024; all directors then serving attended the 2024 Annual Meeting.
- Board leadership: Independent Chairman (Mark L. Feidler) with defined responsibilities, including executive sessions and shareholder communication.
- Oversight practices: Compensation Committee engages independent consultant FW Cook; Audit and Technology Committees coordinate on cybersecurity; Governance Committee oversees responsible business priorities, political activity policy (no corporate political contributions).
- Outside board service limits: Outside directors limited to three other public boards; all directors currently comply.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Increased to $100,000 effective Jan 1, 2025. |
| Compensation Committee Chair fee | $25,000 | Chair premium. |
| Governance Committee member retainer | $10,000 | Member fee. |
| Cash earned (Marcus, 2024) | $125,000 | Sum of retainer and committee fees. |
| All Other Compensation (Marcus, 2024) | $20,359 | Includes matching charitable contributions (up to $20,000) and product memberships. |
Performance Compensation
| Equity Award (2024) | Grant Date | Number of RSUs | Grant Date Fair Value |
|---|---|---|---|
| Annual director RSU grant | May 2, 2024 | 891 RSUs | $200,030 |
| Vesting and features | — | — | Annual RSUs vest in one year; RSUs accrue dividend equivalent units; directors may defer awards; stock ownership requirement is ≥5x annual cash retainer. |
Equifax does not use performance-conditioned equity metrics for directors; director equity consists of time-based RSUs designed to align interests with shareholders.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Marcus. |
| Private company boards | Newhouse Broadcasting Co. (director). |
| Nonprofit/academic boards | Multiple (New Alternatives for Children, Uncommon Schools, Newark Academy, Cooperman Barnabas Medical Center, OpenDor Media). |
| Interlocks/conflicts | Related person transaction review found no transactions ≥$120,000 involving directors in 2024 other than standard compensation; Board monitors independence on an ongoing basis. |
Expertise & Qualifications
- Executive leadership and operations: Former Chairman & CEO, President & COO, CFO at Time Warner Cable; extensive operator in complex organizations.
- Mergers & acquisitions: Led TWC through Charter merger; multiple senior roles with M&A oversight at Time Warner Cable/Time Warner.
- Legal & regulatory: Corporate law practice at Paul, Weiss; oversight of legal and regulatory functions at TWC.
- Compensation governance: Experience with executive compensation; chairs EFX Compensation Committee.
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (common) | 13,459 |
| Exercisable stock options | 0 |
| Deferred share equivalent units | 3,622 |
| Ownership as % of shares outstanding | <1% (Company notes less than one percent) |
| Hedging/pledging | Prohibited for directors; none of directors’ shares are pledged or hedged per policy. |
| Ownership guidelines | Each independent director must own ≥5x annual cash retainer; new directors have five years to comply. |
Governance Assessment
- Committee leadership and independence: As Compensation Committee Chair, Marcus oversees pay design and risk safeguards, with independent consultant FW Cook supporting decisions; the committee reviews say‑on‑pay outcomes and shareholder feedback.
- Attendance and engagement: Board/committee attendance thresholds met; board conducts rigorous annual self‑evaluation including management feedback; directors participate in shareholder outreach.
- Shareholder alignment signals: 2024 say‑on‑pay approval ~91%; annual director equity in RSUs with dividend equivalents; stringent stock ownership and anti‑hedging/pledging policies.
- Conflicts and related party risk: No related person transactions involving directors in 2024; Governance policies address independence and outside service limits.
- Policy strengths: No “poison pill”; double‑trigger CIC provisions for executives; broad clawback policy covering financial restatements and reputational harm; political engagement policy prohibits corporate political contributions.
- RED FLAGS: None identified for Marcus in 2024 disclosures (no related party transactions, no hedging/pledging, no delinquent Section 16 filings reported for him).